What changed in RYVYL Inc.'s 10-K — 2024 vs 2025

Item 1. Business Our Company Ryvyl is a financial technology company that provides global payment acceptance and disbursement solutions. Ryvyl enables merchants to accept credit card payments through arrangements with third-party acquiring banks and payment processors. Credit card payment processing services represent the substantial majority of Ryvyl’s revenues.

In addition, Ryvyl offers NEMS Core, an internally developed disbursements platform launched in late 2024 that enables businesses to seamlessly and efficiently distribute funds. Company History The Company was formerly known as ASAP Expo, Inc. and was incorporated in the State of Nevada on April 10, 2007.

On October 13, 2022, GreenBox POS changed its name to “RYVYL Inc.” On December 19, 2025, the Company filed a certificate of amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 100,000,000 shares to 500,000,000 shares (the “Authorized Share Increase”), which became effective upon filing.

Effective January 2, 2026, the Company effected a reverse split of its Common Stock, where every 35 shares of the Company’s pre-reverse split outstanding common stock were combined and reclassified into one share of common stock. Proportionate voting rights and other rights of common stockholders were not affected by the reverse stock split.

Fractional shares of common stock resulting from the reverse stock split were rounded up to the nearest whole share on a broker basis.

All stock options outstanding and common stock reserved for issuance under the Company’s equity incentive plan outstanding immediately prior to the reverse stock split were adjusted by dividing the number of affected shares of common stock by 35 and, as applicable, multiplying the exercise price by 35.

All share numbers, share prices, exercise prices, and per share amounts in this Annual Report on Form 10-K have been adjusted, on a retroactive basis to reflect the 1-for-35 Reverse Stock Split.

Although Ryvyl is not itself a payment processor, it serves as an intermediary - similar in certain respects to an independent sales organization (“ISO”) - connecting merchants with acquiring partners.

However, in contrast to traditional ISOs, Ryvyl performs a broader set of functions that are typically carried out by processors, including: ● applications processing and merchant underwriting; ● merchant onboarding and account configuration; ● ongoing risk monitoring and transaction-level oversight; and ● customer service and merchant support.

In addition, Ryvyl also facilitates equipment servicing or replacement, security verifications, and handles customer support inquiries. Performing these activities enables Ryvyl to maintain direct control over the merchant experience and support processes.

Ryvyl focuses on merchants operating in underserved and, in some cases, higher risk industry verticals, where Ryvyl believes that its operating structure and risk-management capabilities allow it to support customer segments that many acquiring banks and processors may not be able to serve directly.

NEMS Core Disbursements Platform In late 2024, Ryvyl launched NEMS Core, an internally developed global disbursements platform designed to streamline inbound and outbound payment flows for businesses. NEMS Core allows customers to initiate, validate, route, and settle disbursements through an automated, modular workflow.

Its flexible architecture is intended to support a variety of payment types and volumes, enabling businesses to manage their disbursement needs in an increasingly digital and interconnected financial environment.

While NEMS Core remains in the early stages of commercialization and currently serves as a complement to Ryvyl’s acquiring services model, Ryvyl has not committed to significant future expansion of the platform and is evaluating its continued strategic relevance as part of its broader long-term operational planning.

Operating Model Ryvyl employs a hybrid operating model that combines internal operational functions with external acquiring services partnerships. Internally, Ryvyl manages merchant review and underwriting, risk management, onboarding, and customer service. Externally, Ryvyl relies on acquiring banks and processing partners for transaction processing, settlement, and sponsorship under its own BIN.

This structure allows Ryvyl to maintain direct merchant relationships and control over customer-facing activities, while leveraging the infrastructure and regulatory framework of established acquiring institutions. Risk Management Ryvyl maintains risk management and compliance processes designed to support both its acquiring services operations and the NEMS Core disbursements platform.

As part of the onboarding process, Ryvyl’s compliance team conducts reviews of customer applications, including Know Your Customer (“KYC”) documentation, which must be approved before the onboarding is finalized. Ryvyl also monitors customer transactions for potential compliance issues and reviews activity for adherence to applicable requirements established by its acquiring partners and card networks.

Risk monitoring and compliance oversight are integrated into Ryvyl’s broader operational workflow and are intended to help identify and address issues that may arise in connection with customer activity. Strategy Ryvyl’s strategy is to continue expanding its credit card payments processing services by growing its merchant base and strengthening relationships with existing and prospective customers within its target markets.

Management believes the acquiring services business represents an attractive opportunity for steady growth due to established merchant and agent relationships, favorable margins, and a relatively low-cost structure. As part of this strategy, Ryvyl intends to invest in business development activities, pursue new merchant acquisition channels, and maintain service levels designed to support merchant retention.

In addition to its acquiring services operations, Ryvyl offers disbursement services through its NEMS Core platform.

Ryvyl’s long-term approach to this product will continue to be informed by ongoing assessments of customer needs, market conditions, and resource allocation priorities. 5 Table of Contents Customers and Markets Ryvyl serves merchants operating in a variety of industry verticals, with a particular emphasis on underserved and higher risk categories.

Key verticals include retail businesses, private or independent educational institutions, auto and home insurance, and segments of the adult entertainment industry. Ryvyl’s merchant base is geographically dispersed across the United States, and its revenues are not materially concentrated in any single customer or small group of customers. Competition The markets in which Ryvyl operate are competitive.

Ryvyl primarily competes with other ISOs and merchant service providers that act as intermediaries between merchants and payment processors. Competitive factors generally include pricing, service quality, underwriting flexibility, onboarding speed, and the ability to support merchants operating in non-traditional or higher-risk segments. Ryvyl seeks to differentiate itself from traditional ISOs by offering a broader range of operational and support services.

In addition to connecting merchants with processing partners, Ryvyl performs several functions that are typically carried out by processors or specialized service providers, including merchant applications processing, underwriting, onboarding, risk monitoring, and customer service. Ryvyl also facilitates services such as equipment servicing and replacement, security verifications, and technical support.

We also engage temporary employees and consultants as needed to support our operations. Recent Developments Merger Agreement with RTB Digital, Inc. Basic Merger Terms Ryvyl and RTB entered into an Agreement and Plan of Merger, dated as of September 28, 2025 (the “Merger Agreement”), whereby RTB would combine with Ryvyl.

The Merger Agreement contains the terms and conditions of the proposed business combination of Ryvyl and RTB. Under the Merger Agreement, RYVYL Merger Sub Inc., a wholly owned subsidiary of Ryvyl (“Merger Sub”), will merge with and into RTB, with RTB surviving as a wholly owned subsidiary of Ryvyl (referred to as the “merger”).

At the effective time of the merger (the “Effective Time”), certain outstanding securities of the RTB securityholders will be converted into the right to receive the Pro Rata Portion of the Merger Shares (defined terms in the Merger Agreement.

In addition, Ryvyl will assume the RTB stock option plan and certain other outstanding securities which will from then be exercisable for exchangeable into Ryvyl common stock.

It is anticipated that outstanding RTB warrants will have been “net” exercised prior to the closing in exchange for shares of RTB common stock in accordance with their terms and shall no longer be outstanding and shall automatically be cancelled, extinguished, and retired and shall cease to exist, provided, however, that in the event that any such RTB warrants are not so exercised, to the extent that by their terms they do not continue to represent the right to acquire securities of the Company on comparable terms to those of RTB warrants, then the parties of the Merger Agreement shall negotiate in good faith and use commercially reasonable efforts to mutually agree as promptly as practicable to such amendments the Merger Agreement as are necessary to reflect an assumption, exchange or similar accommodation for such RTB warrants, provided that such assumption, exchange or similar accommodation shall be reasonably satisfactory to each party of the Merger Agreement.

Additionally, pursuant to the Merger Agreement, Ryvyl will assume the outstanding convertible notes of RTB, which after the merger will be converted into shares of the combined company.

As of January 30,2026, as a result of the merger, current holders of RTB’s common stock, and options and warrants to purchase RTB’s common stock are expected to own, or hold rights to acquire, in the aggregate of approximately 15,215,399 shares of Ryvyl common stock, representing approximately 84.85% (excluding the shares that may be issued on conversion of the RTB convertible notes) of the fully-diluted common stock of Ryvyl, which for these purposes is defined as the outstanding common stock of Ryvyl (including the shares of common stock issued in the merger), plus all options and warrants of Ryvyl outstanding immediately prior to the merger, plus all options and warrants of RTB converted into options and warrants of Ryvyl in connection with the merger (the “Fully-Diluted Common Stock of Ryvyl”), and Ryvyl’s current stockholders, option holders and warrant holders are expected to own, or hold rights to acquire, in the aggregate approximately 15.15% of the Fully-Diluted Common Stock of Ryvyl, in each case, following the Effective Time of the merger.

The assumption and conversion of the RTB convertible notes after consummation of the merger will substantially reduce the foregoing percentages.

Also, as a result of the merger, the Series C Preferred Stock issued by Ryvyl to RTB will be cancelled. 6 Table of Contents Business of RTB RTB (d/b/a “Roundtable”) has developed and operates a professional SaaS (Software as a Service) platform which hosts an exclusive coalition of professionally-managed online media channels.

RTB’s operations primarily consisted of software development; advertising and sponsorship sales; and identifying and signing a group of select “Platform Partners” to operate on its platform. Each channel is organized around a topic and is operated by an invite only Platform Partner, typically a major media company, but also drawn from subject matter experts, reporters, and thought leaders.

Platform Partners publish professional content and oversee an online community for their respective channels, leveraging RTB’s proprietary, Web3-based, socially-driven, mobile-enabled, video-focused technology platform (“Platform”) engaging niche audiences within a single coalition.

Platform Partners incur the costs of content creation on their respective channels and receive a share of the revenue associated with their content, typical 50% after certain direct costs are deducted.

Because of the state-of the-art technology and large scale of the Platform and the expertise in search engine optimization, user engagement, ad monetization and content distribution, Platform Partners continually benefit from ongoing technological advances and audience development expertise.